Webs and Horns
by blacksuitchris
Summary: After preventing the tragedy in the orphanage eight years ago, Lucy was adopted by Peter's family and years later and a certain spider bite and death of a family member, Peter and Lucy become heroes as they learned with great power must also come great responsibility. Uses elements of the comics, the Ultimate books, Spectacular Spider-Man, and the Amazing Spider-Man films.
1. Chapter 0

**I DON'T OWN ANYTHING.**

Prologue: Adoption and Family.

Eight years ago, Kamakura, Japan.

"Uh should we be exploring this forest bro?" A ten year old Peter asks his older best friend Eddie Brock Jr. as they explored the forest near their hotel room. Their parents were at a scientist related meeting and left Eddie in charge of watching over Peter. And despite their age, the two are more mature of their age and as such Eddie and Peter knew not too be too stupid in the exploration.

"Relax bro." Eddie chuckled as the walked up a hill to see they discovered a small building that resembled a school. "I've seen enough horror movies to avoid something that'll eat our bains." To which Peter gave Eddie a annoyed look.

"A school?" Peter said in confusion as why would a school be in the middle of the forest.

"Hmmm I'm not sure..." Eddie said as he was reading a sigh next to the building.

"It says something about orphans right?" Peter asks as they had basic lessons in Japanese from their parents so they know a little bit of the language.

"Let go! Stop it!" They heard a girl yelling is fear as that got Peter's and Eddie's attention.

"It sounds like someone's in trouble!" Peter ran as he tended to help people in need, though Eddie had to be the one to clean up the mess.

"Not again..." Eddie sighs as he runs to where the screaming was as well.

Inside the orphanage, a girl with bright reddish pink hair, red eyes, and, her most startling features, small horn-like bone protrusions on the sides of her skull, was held by two boys against her will as the leader who held a puppy that too was struggling.

"This is the first time I've seen you so up set." The leader smile sadistically as the was enjoying see girl cry in terror.

"You never cry or laugh, that's creepy." Another one of the boys added to the insults.

"Cry! Cry and beg! If you don't don't..." The leader was about the threaten until the door slammed open.

"What are you doing to her?!" Peter demanded.

"Who the hell is he?" One of the boys asked.

"He looks like an American." The leader said as he was irritated that his moment was ruined by this stranger.

"Let me ask again, what are you doing to her?!" Peter demanded.

"Well what we were going to do is teach a lesson or two to this thing here, but since you ruined our fun..." " The leader the leader growled with anger the other boys dropped the pink haired girl and her "We got to deal with you, get him!"

And just when they were ready to charge to Peter, Eddie Brock then ran next to him and yelled "If you want fight my bro, then you gotta take me on as well!"

It was then they stopped as despite being three against two, Eddie Brock was not only three years old, but he was definitely more fit then they are.

"Damn it..." The lead boy growled as he turns to the pink haired girl and growled "...you win this time horns." The boys then leave the room but not before intentionally bumping through Peter and Eddie.

Peter then walked to the girl who cried as she hugged her puppy.

"Hey are you okay?" Peter asked the girl.

"I'm sick of it...they never leave me alone...just because of my horns." The girl cried as she hugged her companion.

"You were born with them?" Peter asked as he was familiar with genetics due to his father's work.

"I'm a monster! Am I right!" The girl growled as she turned to Peter with an expression that looks of both anger and suffering "All of you see me ugly! Everyone hates me the moment they see that I'm a monster!"

"Well even though I just met you, I don't think you're a monster. Just because you were born different, I don't hate you." Peter comforted the girl.

"R-really?" The girl asked in shock of how nice this boy was.

"And I think you look kinda cool." Eddie added.

"You like them?" She asked with more confusion added to her.

"Yeah, and I've know about bullies." Peter added as him being a "nerd" at school makes him a target.

They then helped the girl up and Peter asks "What's your name?"

The girl smiled and said "It's Lucy."

After that day, Peter and Eddie's parents found them along with Lucy and seeing how horrible the girl was treated, Peter's parents decided to adopt the girl as Lucy moved in with the Parker family in America. However, a year later, Peter's and Eddie's parents died in a plane crash and Peter and Lucy moved in with Peter's Aunt and Uncle. From there Lucy and Peter had a strong sibling bond and despite both being bullied, the two became very bright and made new friends like Harry Osborn and Gwen Stacy. But it was then their lives taken a turn to the fantastic as Peter was bitten by a genetically altered spider, Lucy finding out she was born with a hidden gift, the death ofUncle Ben, and the lesson of Great Power comes Great Responsibility.

Eight years later...

New York City, on the roof of jewelry store, two local thugs Flint Marko and Alex O'Hirn were make their get away with bags full of millions of dollars worth of jewels.

"Did I tell ya? One getaway jump to the next building and we're a million bucks richer!" Mark said with confidence that how good their robbery was going.

"This ain't no million bucks haul. Not until the Big Man gets his cut." O'Hirn corrected.

"Aw just shut up and jump!" Marko dismissed his partner as Alex was about to take the jump until he was pulled by a line of webbing as he drops his bag of gems.

"O'Hirn! Ah no not again!" Flint said in shock until he realized who caught up to him a red light is beamed at him.

"Yep again! Heh heh, what is this Marko, third time this summer?" Peter Parker, now the hero Spider-Man, joked as he had O'Hirn dangling on a satellite tower vie his web.

"Just wait until I get my hands on you! You skinny little creep!" O'Hirn threatened in vain as Spider-Man ignored him. Spider-Man then leaped around Marko, who tried to use his sack of gens to attack Spider-Man, but was dodged via his Spider Sense

"And where's your creepy little partner?!" Marko demanded as suddenly her was ht by an invisible force that knocked him on the ground. Flint looked to see floating above was a girl with short pink hair, horns, and was were something that resembled a ninja's outfit, mask included, and a long red scarf.

"You called me baka?" Lucy, using the alias Red Elf, mocked as she used her invisible limbs aka "vectors" to lower herself in front of Marko.

"Why you!" Mark growled as he tried to get revenge, but Lucy used her vectors to block the attack and smacked Marko on the ground as Peter webbed in on the ground.

"So how was the light?" Peter asked.

"Not as dumb as a Spider signaled you came up with but it adds atmosphere." Lucy joked as the two then went back on patrol as they knew this was the last day of summer vacation.

To be continued.


	2. Chapter 1

**I DON'T OWN ANYTHING**

Chapter One: Chameleon in the Shadows

Oscorp, within the dark office of its CEO Norman Osborn, the said man was looking at dozens of news footage of the heroes Spider-Man and Red Elf. Ever since their arrival, the man had almost been obsessed with finding out who they were as they had one thing he needs; physical power. See Osborn was dying of a rare blood disease and his doctors stated he has one year at least to live.

"Who are they *cough*?" Osborn asked himself before he had his usual coughing fits, he looked to his hand as there was a small amount of blood.

"You called Mister Osborn?" A man in shadows asked behind him with a thick Russian accent.

"I need to find out who these two are before its gone, you use to be a spy so do what you do best." Osborn orders as the man in shadows gives a bow and leaves but not before his body shape flashes in a blinding light and a security guards walks out the office with a wicked grin.

The next morning.

In a small house in Forest Hills, Peter Parker was getting ready for his and his sister's final year of school. He puts his backpack on and turns to see Lucy's now full grown dog, Rakkī, waiting for him as he whined.

"Lucy's still asleep isn't she?" Peter asked as he kneeled down to pet the dog and his head. Rakkī's response was a bark.

Peter chuckled and made his way to Lucy's room across the hall. He stops to see her door closed and her "golden rule" of knocking three times before entering is still engraved into the door.

"Well it says knock three times." Peter muses as he knocks on Lucy's door three times and enters his adoptive sister's room. Once in he could see the girl passed out on her bed. Deciding to wake her before they would be late for school, he noticed that she had he sketchbook out and must've been drawing after their patrol. Looking at the sketch, it depicts him and her when they were younger.

"Hey wake up sis." Peter gentle shakes his sister.

"Go-bu ijō..." Lucy mumbles in her sleep in Japanese.

"Well, if you want to be late on our first day." Peter joked as he had a plan to get her up quickly. I didn't take long for Peter's words to register in Lucy's mind as she instantly bolted out of bed and ran to the bathroom to get changed.

"I'll be downstairs when you finish." Peter calls out as he leaves her room. He remembers how Lucy use to be very shy once she moved into America, but over time she broke out of her shell and that was before she found out about her "gift".

Once downstairs, Peter looks to see his Aunt May cooking breakfast. Despite the death of Uncle Ben, Peter and his family tried to live in his name instead of mourning his lost.

"Good morning Peter! Where's Lucy?" Aunt May asks but not before getting a kiss on the cheek by her nephew.

"She's getting ready, pulled an all nighter drawing again." Peter answered as he sits down.

"I didn't pull an all nighter!" A female voice yelled as the two Parkers look to see a fully dressed Lucy as she walks down the stairs. "It was only two hours."

"Well enough fussing you two, breakfast is ready and your lunches are in the fridge. Last thing we need is you two being late for work." Aunt May told her nephew and niece.

"Yes Obasan." Lucy said with a smile as she sat down as well. Eight years have past since she was adopted and was glad to be in a loving family. She wondered what would've happened if she stayed in that horrible orphanage.

Meanwhile across New York City, specifically in biker bar, several men where having drinks and talking, what's usually seen at a bar.

It was then a man in a heavy cloak walks in and has a seat in the booth. The mystery man's very presence gives those in it a bad feeling.

"A simple shot of vodka, nothing too fancy." The man said as the bar tender nods and gives the man his alcohol. "Also I heard that this bar was saved by the heroes Spider-Man and Red Elf correct?"

"Uh yeah? They saved this place when a bad bar fight broke out. You a reporter?" The bartender asks.

"No..." The man responded bluntly "...just one looking for information..."

It was then one of the bikers had enough of the mystery man and got up.

"I can tell you Russian and we don't take kindly to your kind." The biker growled.

"Now now, no need for a scuffle." The bar tender tried to calm the biker down.

"... and new faces." The man grinned as he revealed his face, only that to be a blank white face mask. He then pulls out what looks like a gun and pulls the trigger and instead of a bullet, the bikers face was covered in a sticky, green substance. The biker tries to pull the substance off his face, but it seems to become tighter and tighter until he suffocates from the lack of oxygen.

"The nanites must be working, facial recognition is complete." The mystery man said to himself as other people looked in horror to what had happen.

"W-who the hell are you?" The bartender asks in fear.

"The Chameleon." The man proclaimed as in a flash of light, his appearance changed to that of the deceased biker "And I will be the one to sneak up on the heroes."

Back with the heroes, Peter and Lucy managed to get to school on time as the were opening their lockers to get their supplies.

"Peter! Lucy!" A familiar voice yelled behind them as Peter's girlfriend and Lucy's best friend Gwen Stacy came and gave Peter a kiss and Lucy a hug. "So anything crazy happened on your last night of summer?"

"Nothing too crazy...me and Luce decided to finish our summer night job." Peter said trying to be slick on his answer as he rubbed the back of his head.

"Did that involve a lot of physical work?" Gwen asked with a sly grin as she knew what her boyfriend meant. She remembers how not long after they started dating, the siblings revealed their super powered alter ego and at first she was scarred, she now fully supports their decision as she saw how they helped the people of New York.

"Maybe." Lucy joked as she plays along.

"Well if isn't it the Parkers!" A loud voice yelled behind them as former bully now school goof off Flash Thompson appeared behind them.

"Well isn't it the big lug himself Flash!" Peter mocked as at first him and Flash hated each other's guts, but since his Uncle's death, Flash showed he has a heart and the two can be described as "frenemies" as they tried to prank and poke fun at each other. That and Flash seems to be scarred of Lucy as the pink haired girl used to be very protective of Lucy as her "death stare" became infamous to the entire school.

"Well it's a new year and I got so much planned for you and just because I've showed I can be a nice guy, I will not show mercy and I won't be scarred of your sister." Flash proclaimed.

"Really Baka Flash?" Lucy smiled sinisterly that made Flash back away a little bit.

"Also where's Harry?" Gwen asks.

"You know I was going to ask the same thing. Maybe he's still on his world tour vacation?" Peter asks as he noticed his best friend is missing.

As it turns out Harry was with his father at their dark mansion who was recovering from a coughing attack.

"It's getting worse Dad..." Harry said grimly.

"I know that boy." Norman said darkly. "But I won't die, an Osborn never looses."

"Look Dad, your stressing yourself over Oscorp, especially ever since Mom's death-" Harry tried to until Norman grabbed his wrist hard.

"DON'T. YOU. DARE. Emily's passing is not killing me. This damn disease is and I won't stop finding a cure." Osborn said with a dark determination "And nothing will stand in my way."

To be continued.


	3. Chapter 2

**I DON'T OWN ANYTHING.**

Chapter Two: Man of a Thousand Faces.

It was the final class of the day with the students eager to come back home on their first day of school. Peter and Gwen were chatting, Lucy was reading one of her mangas, Flash trying to hit on the school's most popular girl Liz Allen, and Harry Osborn seemed to be distant for some reason. It was then the final bell rang and everyone made their way out the door.

"Peter, Gwen, and Lucy. May I speak to you for a moment?" The science teacher asked the three students.

"Yes Mr. Ditko?" Gwen asks.

"Recently the genetics lab as Empire State is opening an internship for three of Midtown's brightest students. And I've chosen you." Mr. Ditko tells the student, who were surprised and happy with the news.

"Wow thank you." Peter said happily.

"You are very welcomed Peter. And you start the internship tomorrow afterschool." Mr. Ditko said as the students nod.

As the trio make their way home, the notice Harry Osborn who was walking alone.

"Hey Harry!" Peter calls out to Harry, to which the said friend looked back in response.

"You okay?" Lucy asks.

"Yeah...some things popped up with my father. Sorry but I like to be alone if you don't mind." Harry said distantly as he continues walking.

"Oh um sure Harry." Gwen stated as the let Harry have his space.

"He seems off today." Peter stated.

"Must be from the stress of being the son of one of the richest men in the world." Gwen interjected.

"Yeah, but I feel something's not right." Lucy thought as she felt something's off with Harry.

Later that night, the trio of friends were at Gwen's house to spend some time, also Gwen is like the "lookout" for Peter and Lucy as her father is an NYPD captain.

"Alright kids, off for work. Don't do anything crazy while I'm gone." Captain George Stacy told the trio as he puts on his police Jacket.

"Leaving so soon?" Gwen asks her father.

"Got a call about some murders going on in the city. Something involving some nut job using some high tech gadget to steal faces or some nonsense like that." Captain Stacy answered as he leaves for duty.

"Stealing faces?" Lucy said in confusion.

"You've heard anything from the thugs you take care of?" Gwen asks the siblings.

"Not really, they last thing I pay attention when I take crooks down are crazy rumors. But this sounds like a serial killer is on the loose." Peter ponders as he tries to figure out what's going on.

"Maybe its that killer Cletus Kasady, didn't the news say his cross country murder spree is approaching New York?" Lucy asks as the she remembered something about the infamous "Modern Day Ripper" Cletus Kasady.

"Maybe, we just got to find out. Last we need is a serial killer running around." Peter said as he knew that this killer needed to be stopped.

"Alright, oh here's some gifts I got for you two!" Gwen said with an eagerness as she handed Peter and Lucy two ear pieces. "Like it or not I want to help you two. And I, though I'm not suppose to, have access to the NYPD files so I can give you help."

After some time thinking, Peter sighs and says "Alright you win Gwen, but the last thing I want to happen is you being with us when things get crazy, so if you're going to help us, do not leave your place okay?"

"No promises now go on you two, there's a killer to catch." Gwen showed the two out the room but not before giving Peter a kiss.

Later that night, Peter and Lucy, now Spider-Man and Red Elf were on patrol to find the mystery killer.

"Gwen-san seemed very eager help out isn't she?" Red Elf asks her brother.

"Yeah well that's one reason why I love her." Peter joked.

"And I love you too bug boy!" Gwen said over the ear piece.

"I see these things are working." Lucy points out.

"You doubt my abilities Lucy?" Gwen joked "Now according to the latest info I'm picking up, the latest murder is near the docks with the time of death being an hour ago. So the killer got to be near. Also there's recent disappearances as well."

"Alright we're heading there." Spider-Man says as the two head the docks.

Meanwhile at an abandoned building, Chameleon watches over several thugs as the escorted several hostages he had recently kidnapped.

"I don't get it Chameleon, why is your boss and ours need Spider-Man and Red Elf?" One thug, Alex O'Hirn, asks the masked villain.

"Because Mr. Osborn and Fisk have their reasons, now stop asking questions and get to work!" Chameleon growls as he threatens to use his gun on O'Hirn.

"What do you want with us?" One of the hostages ask.

"Because it is my job to get the heroes Zhenshchina." Chameleon answers "And I enjoy it, and by midnight, YA voz'mu vashi i dushi geroyev!"

Minutes later, the heroes arrive to see most of the dock barricaded by the police.

"Looks like they also think the killer is here as well?" Spider-Man states.

"Well they won't find him that easily without help. Ani ni zehi!" Red Elf sates as she leaps down to check the buildings.

"She's a determined girl isn't she?" Gwen asks over the radio.

"You have no idea." Peter sighs as he helps investigate.

It was then the loud noise of a PA system could be heard.

"Spider-Man and Red Elf! I know you can hear me! Let me introduce myself. I am the Chameleon, master of disguise!" Chameleon proclaimed over the PA system.

"So it's not Kasady, just another nut job." Lucy states.

"I am so please my bread crumb trail of bodies led you two to my area. But if you want me to stop my killings, lets play a game. There roughly four hostages I've taken and four underlings in this dock. The twist is I gave them holographic masks that shift their appearance every five minutes. If you can save all four hostages, I will allow access to my location. Also no police allowed, I have several cameras hidden around the docks, if I see one office, I will rig the masks to explode. Now pust' nachnutsya igry!" Chameleon said manically as the PA shuts off.

"Gwen you got that?" Peter asks.

"Yeah and I looked up this Chemeleon and he's serious business. Him and his half brother nicknamed "Kraven the Hunter" were KGB and Spetsnaz legends. However they became mercenaries after the Soviet Union fell. That and Chameleon has been institutionized for bipolar disorder and dissociative personality disorder. So be careful you two." Gwen warns as she looks up the Chameleon on her laptop.

"Great, he's a hardcore Russian spy and a basket case." Peter groans.

"We can deal with him later. Right now we need to save these hostages." Lucy tells her brother as she and her brother have no choice but play into Chameleon's sick game.

To be continued.


End file.
